SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
SEC FILE NUMBER 0-25916
CUSIP NUMBER (Common Stock) 985834-10-0
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: December 31, 1998
---------------------------------------
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:_____________________
Read Attached Instruction Sheet Before Preparing Form. Please Print of Type
Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked
above, identify the Item(s) to which the notification relates: _________________
________________________________________________________________________________
PART 1
REGISTRANT INFORMATION
Full Name of Registrant YES! Entertainment Corporation
--------------------------------------------------------
Former Name if Applicable
------------------------------------------------------
Address of Principal Executive Office (Street and Number)
3875 Hopyard Road Suite 375
----------------------------------------------------------------
City, State and Zip Code Pleasanton, CA 94588
--------------------------------------------------------
1
PART II
RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort
or expense and the Registrant seeks relief pursuant to Rule 12b-23(b), the
following should be completed (Check box if appropriate)
[X] (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or
before the 15th calendar day following the prescribed due date, or the
subject quarterly report or transition report on Form 10-Q, or portion
thereof will be filed on or before the fifth calendar day following the
prescribed due date; and
[X] (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K and Form 10-KSB,
20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion
thereof could not be filed within the prescribed period.
Registrant filed a petition for relief under Chapter 11 of the
United States Bankruptcy Code on February 9, 1999 and is currently
operating its business as a debtor-in-possession. Since the commencement
of Registrant's bankruptcy case, the Registrant has sought to minimize
general and administrative expenses to conserve cash flow, and has been
forced to reduce the staffing in its accounting amd financial areas.
This has reduced the capacity in such areas. Because of such diminished
capacity and the time the Registrant has devoted to preparation of
certain financial information to be filed with the Bankruptcy Court,
management has been unable to meet what would have otherwise permitted a
timely filing.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification.
Mark Shepherd 923 463-5525
-----------------------------------------------------------------
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under section 13 or
15(d) of the Securities Exchange Act of 1934 or Section 30 of the
Investment Company Act of 1940 during the preceding 12 months or for
such shorter period that the registrant was required to file such
report(s) been filed? If the answer is no, identify report(s). [X] Yes
[ ] No
2
(3) It is anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof? [X] Yes [ ] No
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
The Registrant anticipates that it will report a net loss of
approximately $18.4 million for the fiscal year ended December 31, 1998 as
compared to net loss of $42.1 million for the fiscal year ended December 31,
1998. This was due to write-downs of approximately $10.8 million for reserves
related primarily to discontinued product lines. This will be more
particularly described in the financial statements filed with the report on
Form 10-K.
YES! Entertainment Corporation
------------------------------------------------
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
DATE: March 31, 1999 BY: /s/ Mark Shepherd
----------------------------------------
Mark Shepherd
President and Chief Executive Officer
3